Terms and Conditions of Supply
These Terms apply to all sales of Products by the Supplier to the Customer, unless otherwise agreed in writing.
1. Definitions and interpretation
1.1 In these Terms:
1.2 The ejusdem generis rule is not intended to apply; general wording is not limited by specific examples.
2. These Terms
These Terms and any order/quotation/confirmation document(s) contain the only conditions upon which the Supplier will deal with the Customer, and they govern all Contracts to the exclusion of all other terms and conditions.
3. Contracts
3.1 Each order for Products given by the Customer to the Supplier will be deemed an offer by the Customer to purchase Products subject to these Terms.
3.2 A Contract will come into force when the Supplier issues an order confirmation (by email or otherwise in writing) or begins performance (including manufacture, customisation, or dispatch), whichever occurs first.
4. Delivery
4.1 Unless otherwise agreed in writing, Products will be delivered to the address specified by the Customer, and delivery charges will apply as stated on the website or in the Supplier’s quotation/confirmation.
4.2 If delivery/collection is by instalments, each instalment forms part of a single Contract.
4.3 Any delivery dates provided are estimates and are not of the essence.
4.4 A courier may be used. The Supplier cannot be held responsible for late deliveries caused by circumstances outside the Supplier’s control (e.g. traffic, breakdown, weather). Delivery charges are non-refundable.
5. Title
5.1 Legal and equitable title to the Products will pass to the Customer upon receipt by the Supplier of all amounts due under the Contract.
5.2 Until title passes:
(a) the Customer will hold the Products as fiduciary agent and bailee of the Supplier; and
(b) the Customer will store the Products securely, keep them identifiable as the Supplier’s, not deface identifying marks, not create encumbrances over them, and deliver them up to the Supplier upon demand.
5.3 The Supplier may inspect or recover Products where title is retained, and the Customer grants an irrevocable licence to enter premises where such Products may be stored.
5.4 The Supplier may bring an action for the Prices and amounts due, notwithstanding that title has not passed.
6. Customer obligations
6.1 The Customer will not, without the Supplier’s prior written consent, make promises, representations, warranties or guarantees on behalf of the Supplier or in relation to the Products (other than those set out in the Contract or required by law).
6.2 The Customer must comply with all applicable laws and obtain any licences/permits required relating to marketing, import/export, distribution, sale and delivery of the Products.
7. Prices and payment
7.1 The Supplier may issue an invoice at any time after the Contract comes into force and/or after the Products have been delivered or made available for collection.
7.2 The Customer will pay invoices within 30 days of invoice date only where a 30-day account has been granted in writing; otherwise payment is due in advance (or as agreed at order).
7.3 All final invoices include VAT at the current rate where applicable.
7.4 If any amount is overdue, the Supplier may charge interest at 8% per year above the base rate of HSBC Bank plc (accruing daily and compounded quarterly) or claim interest and statutory compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
8. Warranties
8.1 The Supplier warrants that it has the right to sell the Products; the Products correspond to their description; are of satisfactory quality; are fit for any purpose made known to the Supplier before the Contract is made; and comply with applicable UK laws and mandatory markings.
8.2 To the maximum extent permitted by law, no other terms will be implied into the Contract, subject to Clause 10.1.
9. Complaints, credits and replacements
9.1 The Supplier will respond to reasonable enquiries and complaints relating to the quality, performance and durability of the Products within 10 business days where practicable.
9.2 If Products do not comply with a warranty, the Customer may (with the Supplier’s prior agreement) return them for either: (a) a credit, (b) replacement, or (c) a credit note (to be offset against future purchases). The Supplier may specify whether original delivery charges are included, depending on the circumstances and legal requirements.
9.3 Returns must be properly packed and returned within 30 business days of receipt unless otherwise agreed in writing. Products returned outside this period may not be eligible for credit or replacement.
10. Limitations of liability
10.1 Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability which cannot be excluded or limited under applicable law.
10.2 Subject to Clause 10.1:
(a) the Supplier will not be liable for loss of profits, income or anticipated savings; loss/corruption of data; reputational damage; loss of contract/opportunity; or indirect or consequential loss;
(b) the Supplier will not be liable for losses arising out of a Force Majeure Event;
(c) the Supplier’s total liability in respect of any event or series of related events will not exceed the greater of: (i) an agreed amount stated in the Contract (if any); and (ii) the total amount paid or payable by the Customer under the Contract.
11. Contract term and termination
11.1 Each Contract continues until the later of (i) completion of delivery/collection of all Products and (ii) receipt by the Supplier of all amounts due, unless terminated earlier under this Clause.
11.2 A Contract may be terminated immediately by written notice if the other party commits a material breach, or (for the Supplier) if payment is overdue, or if the Customer fails to accept delivery/collect as agreed.
Important: bespoke / made-to-order items cannot be cancelled by the Customer once production has started (and may be non-refundable), except where required by law.
11.3 Either party may terminate immediately where the other party is insolvent, enters administration/liquidation, ceases business, or (where an individual) dies or becomes incapable of managing their affairs.
12. Effects of termination
12.1 On termination, all provisions cease except those intended to survive, including Clauses 1, 5, 6, 7.4, 9, 10, 12 and 13.
12.2 Termination does not affect accrued rights, including rights to payment and remedies for breach.
13. General
13.1 No breach is waived except with express written consent.
13.2 If any provision is unlawful/unenforceable, the remainder will continue in effect; if part can be deleted to make it enforceable, that part will be deemed deleted.
13.3 Contracts may not be varied except in writing signed by both parties.
13.4 The Supplier may assign its rights/obligations without the Customer’s consent. Otherwise, neither party may assign without the other’s written consent.
13.5 No third party has rights under these Terms.
13.6 These Terms and the order/quotation/confirmation document(s) form the entire agreement. Subject to Clause 10.1, neither party has remedies for misrepresentation beyond the express terms of the Contract.
13.7 Contracts are governed by the laws of England and Wales and the courts of England have exclusive jurisdiction.
13.8 Colours, materials and styles can vary depending on stock availability from the cloth manufacturer.